EXHIBIT 10.20
TOWER AUTOMOTIVE SUPPLEMENTAL RETIREMENT PLAN
EFFECTIVE DATE: JANUARY 1, 2001
Prepared By:
VARNUM, RIDDERING, SCHMIDT & HOWLETTLLP
Bridgewater Place
333 Bridge Street, N.W.
Grand Rapids, Michigan 49504
(616)336-6000
TABLE OF CONTENTS
PAGE
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ARTICLE I -- PURPOSE 1
ARTICLE II -- DEFINITIONS AND CONSTRUCTION 1
2.1 Definitions 1
2.2 Construction 4
ARTICLE III -- PARTICIPATION AND SERVICE 4
3.1 Participation 4
3.2 Service 5
3.3 Participation and Service upon Reemployment 5
3.4 Changes of Employment Within the Company or Controlled Group 5
ARTICLE IV CONTRIBUTIONS 6
4.1 Company Contributions 6
4.2 Retirement Savings Agreements 7
4.3 Rules Relating to Reemployed Veterans 8
ARTICLE V -- ALLOCATIONS TO PARTICIPANT ACCOUNTS 9
5.1 Individual Accounts 9
5.2 Account Adjustments 9
ARTICLE VI -- BENEFITS 12
6.1 Retirement or Disability 12
6.2 Death 13
6.3 Termination for Other Reasons 14
6.4 Payment of Benefits 16
6.5 Withdrawals Pursuant to Qualified Domestic Relations Orders 17
6.6 Designation of Beneficiary 17
6.7 Hardship Withdrawals 17
ARTICLE VII -- FUND 18
ARTICLE VIII -- ADMINISTRATION 18
8.1 Allocation of Responsibilities 18
8.2 Indemnification 18
8.3 Records and Reports 18
8.4 Appointment of Committee 18
8.5 Claims Procedure 19
8.6 Rules and Decisions 20
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8.7 Committee Procedures 20
8.8 Authorization of Benefit Payments 20
8.9 Application and Forms for Benefits 20
8.10 Facility of Payment 20
ARTICLE IX -- TERMINATION AND AMENDMENT 21
9.1 Amendments 21
9.2 Termination 21
ARTICLE X -- NONALIENATION OF BENEFITS AND DOMESTIC
RELATIONS ORDER 21
10.1 Nonalienation of Benefits 21
10.2 Procedure for Domestic Relations Orders 21
ARTICLE XI -- MISCELLANEOUS 22
11.1 Status of Participants 22
11.2 No Interest in Company Affairs 23
11.3 Governing Law 23
11.4 Severability of Provisions 23
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THE TOWER AUTOMOTIVE SUPPLEMENTAL RETIREMENT PLAN
This Plan is adopted by R. J. Tower Corporation, a Michigan corporation,
on behalf of itself and its subsidiary corporations, all of whom will be
referred to collectively as the "Company," as a non-qualified supplemental
retirement plan for a select group of management and highly compensated
colleagues.
ARTICLE I
PURPOSE
The Company is adopting this plan which will be called the Tower
Automotive Supplemental Retirement Plan (the "Plan") effective as of January 1,
2001 to provide a plan for deferring compensation for certain of its colleagues
who are restricted in their contributions to TARP by certain statutory
limitations on benefits. This Plan is intended to be a non-qualified Plan that
will not satisfy the requirements of Code Section 401(a) and to be a "top hat"
plan that will be exempt from the requirements of Part 2, 3, and 4 of subtitle D
of Title I of ERISA.
ARTICLE II
DEFINITIONS AND CONSTRUCTION
2.1 Definitions. The following words and phrases, when used in this
document, will have the following meanings:
(a) Authorized leave of absence: Any absence authorized by the
Company under its standard personnel practices and from which colleagues
must return to active employment with the Company within the period au-
thorized for the leave. An absence due to service in the armed forces of
the United States will be considered an authorized leave of absence
provided that the colleague qualifies for reemployment rights under
federal law, 38 USC Sections 2021 or 2024 or other statute of similar
import, and returns to employment with the Company within the period
provided by law.
(b) Beneficiary: A person or persons, natural or otherwise, desig-
nated in accordance with the Plan to receive any death benefit payable un-
der this Plan.
(c) Code: The Internal Revenue Code of 1986, as amended.
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(d) Committee: The persons appointed to assist the Company in
administering the Plan.
(e) Company: R. J. Tower Corporation, a Michigan corporation, and
all of its subsidiary corporations.
(f) Compensation: The total of all amounts paid to a participant
during the plan year as base salary for personal services rendered as an
colleague and the amount of any elective contributions made for the
participant to plans maintained pursuant to Code Sections 125 or 401(k)
for the plan year. For participants who are classified in the "600 group",
compensation will also include the amount of any bonuses paid to them by
the Company during the plan year.
(g) Disability: A physical or mental condition that permanently
prevents a participant from satisfactorily performing the participant's
usual duties for the Company or the duties of any position or job the
Company makes available and for which the participant is qualified by
reason of the participant's training, education, or experience. A
participant will not be considered disabled for purposes of this Plan if
the condition consists of or results from use of alcohol, narcotics, or
other controlled substances, or from an intentionally self-inflicted
injury or a felonious enterprise in which the participant was engaged.
(h) Eligible colleague: A colleague who is in the "600 Group" or
who is employed in a classification other than those listed as not
eligible to participate in the Plan in Section 3.1 and whose base salary
for the year is in excess of $100,000. The $100,000 threshold will be
adjusted, as determined by the committee, for changes in the cost of
living.
(i) Colleague: Any person who is employed by the Company during
the plan year as a common-law colleague, or who is on temporary layoff
status or an authorized leave of absence from a position as a common-law
colleague.
(k) Employer contribution accounts: The accounts maintained to
record a participant's share of the contributions made by the Company and
the contributions made pursuant to retirement savings agreements between
the participant and the Company. The following accounts will be maintained
for each participant:
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(1) Deferred profit sharing account. A participant's
deferred profit sharing account will be maintained to record the
participant's share of profit sharing contributions and income with
respect to these contributions.
(2) Retirement savings account. A participant's retirement
savings account will be maintained to record contributions made for
the participant pursuant to retirement savings agreements, the
participant's share of discretionary contributions, the
participant's share of matching contributions on base salary
deferrals, and income with respect to these contributions.
(3) Incentive matching account. A participant's incentive
matching account will be maintained to record the participant's
share of matching contributions on EVA incentive compensation bonus
deferrals and income with respect to these contributions.
(l) ERISA: Public Law No. 93-406, the Employee Retirement Income
Security Act of 1974, as amended.
(m) Forfeiture: The portion of a participant's accounts that is
forfeited because of termination of employment before full vesting.
(n) Fund: The fund known as the Tower Automotive Supplemental
Retirement Fund and maintained in accordance with the terms of this Plan.
(o) Participant: A colleague participating in the Plan in
accordance with the provisions of Section 3.1 or a former colleague who
has an account balance in the Plan or is eligible for a contribution for
the plan year.
(p) Plan: The Tower Automotive Supplemental Retirement Plan as set
forth in this document and any later amendments.
(q) Plan year: The "fiscal year" of the Plan which will be the
period of 12 consecutive months ending on December 31 of every year.
(r) Reemployed veteran: A colleague who returns to employment as
an eligible colleague from a leave of absence for military service during
the period in which reemployment rights are protected by federal law.
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(s) Retirement Age: Age 65; or age 55 and 10 years of service; or
any age and 30 or more years of service.
(t) Service: The period of a participant's employment with the
Company computed in accordance with 3.2.
(u) Severance of service: The date determined in accordance with
Section 3.2 on which a former colleague is deemed to have severed
employment with the Company for the purposes of this Plan.
(v) TARP: The Tower Automotive Retirement Plan, a qualified profit
sharing 401(k) plan maintained by the Company.
2.2 Construction. Plural pronouns are used throughout the Plan for
purposes of simplicity and will be interpreted to include the singular.
ARTICLE III
PARTICIPATION AND SERVICE
3.1 Participation. Eligible colleagues will become participants in the
Plan for the limited purpose of making retirement savings contributions and
sharing in matching and discretionary contributions on the first day of the next
month after completing 60 days of employment with the Company. Eligible
colleagues will become participants in the Plan for the purpose of sharing in
profit sharing contributions beginning on the first day of the next month after
completing one year of service.
The following are not eligible to participate in the Plan:
(a) Colleagues who are not citizens of the United States, who
reside and are employed outside the United States, and whose compensation
from the Company does not constitute income from sources within the United
States;
(b) Colleagues who perform services for the Company pursuant to an
agreement between the Company and another person or entity such as an
employment agency or colleague leasing organization;
(c) Colleagues who perform service for the Company pursuant to a
written agreement with the company that provides specifically that the
colleague will not be eligible to participate in this Plan.
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(d) Colleagues who are represented by a collective bargaining
agent for purposes of bargaining about wages and conditions of employment
with the Company.
3.2 Service. A participant will be credited with a year of service for
each full year beginning on the participant's initial date of employment with
the Company and terminating on the date of the participant's severance of
service with the Company. A participant's severance of service will occur on the
earlier of the following:
(a) The date on which the participant quit, was discharged, died,
or retired; or
(b) The first anniversary of the date on which the participant was
absent from employment (with or without pay) for any reason except an
authorized leave of absence granted by the Company in writing, or for
service in the Armed Forces of the United States.
If a participant returns to work at any time within one year after the
first day of an absence from employment described in (b), the absence will not
result in a severance of service and the period of the absence will be counted
in determining the participant's period of service. Reemployed veterans will be
credited with the period of military service for the purposes of determining
service.
3.3 Participation and Service upon Reemployment. Upon the reemployment of
any colleague, the following rules will apply in determining participation in
the Plan and years of service under Section 3.2:
(a) Participation. If the colleague was eligible to participate in
the Plan during the prior period of employment and is reemployed as an
eligible colleague, the colleague will participate in the Plan as of the
date of reemployment. If the colleague was not eligible to participate in
the Plan during the prior period of employment and the colleague is
reemployed as an eligible colleague, the colleague will be eligible to
participate after satisfying the requirements of Section 3.1.
(b) Service. Any service earned during the prior period of
employment will be reinstated immediately.
3.4 Changes of Employment Within the Company or Controlled Group.
(a) Changes Resulting in Eligibility to Participate. A colleague
who becomes an eligible colleague as a result of a change in employment
status
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with the Company will be given credit for service in accordance with
Section 3.2 for prior years of employment with the Company and will become
a participant in the Plan on the first of the month after satisfying the
service requirements of Section 3.1.
(b) Changes Resulting in Ineligibility to Participate. A
participant who ceases to be an eligible colleague as a result of a change
in employment status with the Company will share in all Company
contributions and forfeiture allocations based on compensation while
eligible to participate in the Plan. The participant will be credited with
service under Section 3.2 for all service with the Company. The
participant will not be considered terminated or separated from service
for purposes of this Plan as long as the participant is employed by the
Company.
ARTICLE IV
CONTRIBUTION CREDITS
4.1 Contribution Credits.
(a) Retirement Savings. As of the end of the last full payroll
period of each month, the Company will credit to the fund as retirement
savings contributions the total amount of the participants' retirement
savings contributions for payroll periods ending during the month.
(b) Matching. As of the end of the last full payroll period of
each month, the Company will credit to the fund as matching contributions
the amount determined by applying the matching contribution formula
adopted by the Company to the amount of each participant's retirement
savings contributions to this Plan and TARP, but minus the amount of the
matching contributions made to the participant's account in TARP for the
same accounting period. The Board of Directors of the Company may change
the matching contribution formula at any time and may discontinue matching
contribution credits to this Plan.
(c) Profit Sharing. If the amount of forfeitures for a plan year
is insufficient to make allocations to the accounts of reemployed
veterans, the Company will credit the fund as of the end of each plan year
with the amount required to satisfy these obligations. The Company will
also credit the fund for each plan year with the additional amount
determined by the Company as a profit sharing contribution for the plan
year.
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(d) Discretionary. The Company will credit the fund as of the end
of each plan year with such additional amount as may be determined by the
Company as discretionary contributions for the plan year for specified
participants.
4.2 Retirement Savings Agreements. A participant may enter into a written
retirement savings agreement with the Company. The retirement savings agreement
will provide that the participant will accept a reduction of base salary and
bonuses, if eligible, from the Company (minus retirement savings contributions
to TARP) and the Company will credit the participant with retirement savings
contributions in the amount of the agreed reduction.
The retirement savings agreements will be administered in accordance with
the following rules:
(a) The amount of the reductions is limited to the following
percentages:
(1) For 2001, from 1% to 100% of base salary earned after
the adoption of the Plan and for plan years after 2001, from 1% to
16% of base salary; and
(2) For participants who are in the 600 Group:
(A) From 1% to 100% of any annual incentive
compensation; and
(B) From 1% to 100% of any Long Term Incentive Plan
Performance Cash payment.
(b) A participant must maximize 401(k) savings contributions to
TARP before being eligible to have retirement savings contributions
credited to this Plan. Only contributions in excess of those allowable to
TARP will be credited to the participant's account in this Plan;
(c) A participant's initial retirement savings agreement may apply
to payroll periods beginning after it is accepted by the Company if the
agreement is filed with the Company within 30 days after the participant
becomes eligible. If the initial agreement is not filed with the Company
within 30 days after eligibility, then it will apply to compensation
earned in
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the plan year after the plan year in which the agreement is filed with the
Company;
(d) Retirement savings agreements will expire at the end of the
plan year and may be suspended by participants at any time for the balance
of the year. Participants may enter into new retirement savings agreements
for every year and the agreements must be completed and filed with the
Company prior to the beginning of the plan year.
4.3 Rules Relating to Reemployed Veterans. Reemployed veterans will be
eligible for the following special considerations under the Plan:
(a) General Provisions. They will be credited with service in
accordance with Section 3.2 and entitled to an allocation of Company
contributions in accordance with Section 5.2. They may elect to make
retirement savings contributions for plan years during the period of
military service and the Company will match the contributions using the
matching contribution formulas in effect for the plan years ("makeup
contributions"). The amount of the discretionary and makeup contributions
will be based on the compensation the reemployed veterans would have
received if they had remained in the employ of the Company and, if this
cannot be determined with reasonable certainty, then on the basis of the
average amount earned each month during the 12-month period immediately
preceding the period of military service. Makeup contributions will be
subject to the following:
(1) Limits on Makeup Contributions.
(A) Makeup Contribution Period. Makeup contributions
must be made by the reemployed veteran and the Company during
the period beginning on the reemployed veteran's reemployment
date and ending on the date that is the lesser of three (3)
times the period of military service or five (5) years.
(B) Amount of Contributions. The amount of makeup
contributions made for any plan year during the period of
military service will be further limited as follows:
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(i) The amount of makeup contributions will not
include income on the trust occurring during the period
of military service and will not be eligible for an
allocation of future income until the contribution has
been made; and
(ii) Makeup contributions will not entitle the
reemployed veteran to an allocation of any forfeitures
that became available for allocation during the period
of military service.
ARTICLE V
ALLOCATIONS TO PARTICIPANT ACCOUNTS
5.1 Individual Accounts. The Company will create and maintain adequate
records to disclose the interest in the fund of each participant and
beneficiary. The records will be in the form of individual accounts to reflect
each participant's credits for retirement savings contributions, share of
matching and discretionary contributions, and income. The Company will maintain
deferred profit sharing, incentive matching, and retirement savings accounts for
each participant, and such other accounts as may be required. Credits and
charges will be made to each account in accordance with the provisions of this
Plan. Withdrawals will be charged to an account as of the date paid.
5.2 Account Adjustments. The accounts of participants and beneficiaries
will be adjusted in accordance with the following:
(a) Income. The "income" of the fund will mean the net income or
loss from investments, including realized and unrealized gains and losses
on securities and other investment transactions, less expenses paid from
the fund. All assets will be valued at their fair market value in
determining unrealized gains and losses. If any assets are segregated for
any purpose, the income from the segregated assets will not be included in
account adjustments under this Subsection (a).
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The income will be determined and credited to accounts as of the end
of every business day. The income for each business day will be credited
to the accounts of participants and beneficiaries who had unpaid balances
in their accounts at the end of the day in proportion to the balances in
such accounts at the beginning of the day less any distributions or
withdrawals from the account during the day.
If the Company does not create a fund for the Plan, income will be
credited to accounts at the end of every calendar quarter at the rate of
110% of the applicable Federal Long Term Rate, as published by the IRS,
per quarter.
(b) Credits and Forfeitures.
(1) Retirement Savings Credits. After the end of each month,
retirement savings credits will be credited to the retirement
savings accounts of participants in amounts equal to their
retirement savings contributions for the month.
(2) Matching Contribution Credits.
(A) Eligibility. After the end of each month, matching
contributions will be credited to the appropriate account of
each participant who was credited with retirement savings
contributions for the month.
(B) Method of Allocation.
(i) Matching on base salary deferrals. Matching
contributions will be credited to retirement savings
accounts in the amount determined by applying the
matching contribution formula adopted by the Company to
the amount of each eligible participant's retirement
savings contributions from base salary to this Plan and
TARP, and then reducing the amount so determined by the
amount of
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matching contributions credited to the participant's
account in TARP.
(ii) Matching on annual incentive compensation
deferrals. Matching contributions will be credited to
incentive matching accounts in the amount determined by
applying the matching contribution formula adopted by
the Company to the amount of each eligible participant's
retirement savings contributions to this Plan from
annual incentive compensation. A participant's
retirement savings contributions to this Plan from Long
Term Incentive Performance Cash payments are not
eligible for matching contributions.
(3) Profit Sharing Credits.
(A) Eligibility. After each plan year, the Comp-
any's profit sharing contribution will be credited to
deferred profit sharing accounts in the following order
of priority:
(i) First, to the accounts of reemployed
veterans; and
(ii) Second, to the accounts of
participants whose compensation for the year was in
excess of the limit on compensation in Code Section
401 (a)(17), and who had been employed by the
Company for at least six(6) months during the year
or who- se employment
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terminated during the year after reaching normal
retirement age or because of death or disability
(B) Military Service Allocations. Military ser-
vice credits will be equal to the amount of profit
sharing contributions that would have been credited to
the accounts of reemployed veterans if they had been
employed by the Company during the period of military
service.
(C) Method of Allocation. The balance of the
profit sharing contribution after the credits under (B)
will be credited to the accounts of all participants
eligible under (A)(ii) in accordance with the ratio of
each participant's "excess compensation" for the year to
the total excess compensation of all eligible
participants for the year. The term "excess
compensation" will mean the participant's compensation
that is in excess of the limit on compensation in Code
Section 401(a)(17).
(4) Discretionary Credits. As of the end of each plan
year, the Company's discretionary contributions will be
credited to the retirement savings account of each participant
who is designated by the Company as eligible for a
discretionary contribution and in the amount specified by the
Company.
ARTICLE VI
BENEFITS
6.1 Retirement or Disability. Participants who are in the employ of the
Company when they attain retirement age will become fully vested in their
accounts, regardless of their years of service. Participants whose employment
with the Company terminates at or after retirement age, or at an earlier age
because of disability, will be entitled to receive the entire amount in their
accounts. Participants who remain in the employ of the Company after retirement
age will continue to participate in the Plan.
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6.2 Death. If a participant dies while in the employ of the Company, the
entire amount in the participant's accounts will be paid to the participant's
beneficiary. If a participant dies after termination of employment, the vested
amount in the participant's accounts will be paid to the participant's
beneficiary.
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6.3 Termination for Other Reasons.
(a) Benefits. If employment terminates prior to retirement age for reasons
other than disability or death, the participant will be entitled to receive, in
accordance with Section 6.4, the sum of:
(1) The amounts credited to the participant's retirement savings
account;
(2) An amount equal to the "vested percentage" of the
participant's deferred profit sharing account. The vested percentage will
be determined on the basis of years of service and the following schedule:
YEARS OF SERVICE VESTED PERCENTAGE
Less than three (3) 0%
Three (3) or more 100%; and
(3) An amount equal to the vested amounts in the participant's
incentive matching account. The Company will credit the amount of each
year's bonus matching contribution to a separate account and the
participant will become vested in each separate account when the
participant has earned three (3) additional years of service after the end
of the year in which the bonus was earned.
(b) Forfeitures. Upon termination of employment, the non-vested portion
of a participant's accounts will be forfeited. If the accounts have been funded,
then the amount of the forfeiture will be used to reduce the Company's
obligation for military service credits or to pay administrative expenses for
the Plan. If a participant whose account was forfeited returns to the employ of
the Company, the participant will not have any rights with respect to the amount
forfeited.
(c) Vesting Upon Change in Control. If there is a change in control, the
accounts of all participants will become fully vested and upon termination of
employment for any reason, the participants will be entitled to receive the
entire amount in their accounts. For purposes of this Plan, the term "change in
control" will mean an occurrence of a nature with respect to the Company that
would be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the
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Securities Exchange Act of 1934. Without limiting the inclusiveness of the
definition in the preceding sentence, a change in control shall be deemed to
have occurred as of the first day that any one or more of the following
conditions is satisfied:
(1) any person is or becomes the beneficial owner, directly or
indirectly, of securities of the Company representing twenty percent (20%)
or more of the combined voting power of the Company's then outstanding
securities; or
(2) At any time a majority of the board of directors of the
Company is comprised of other than continuing directors (for purposes of
this section, the term continuing director means a director who was either
(A) first elected or appointed as a director prior to the effective date
of this agreement; or (B) subsequently elected or appointed as a director
if such director was nominated or appointed by at least a majority of the
then continuing directors); or
(3) Any of the following occur:
(A) Any merger or consolidation of the Company, other than a
merger or consolidation in which the voting securities of the
Company immediately prior to the merger or consolidation continue to
represent (either by remaining outstanding or being converted into
securities of the surviving entity) fifty percent (50%) or more of
the combined voting power of the Company or surviving entity
immediately after the merger of consolidation with another entity;
(B) Any sale, exchange, lease, mortgage, pledge, transfer,
or other disposition (in a single transaction or a series of related
transactions) of assets or earning power aggregating more than fifty
percent (50%) of the assets or earning power of the Company on a
consolidated basis;
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(C) Any liquidation or dissolution of the Company;
(D) Any reorganization, reverse stock split, or
recapitalization of the Company which would result in a change in
control; or
(E) Any transaction or series of related transactions
having, directly or indirectly, the same effect as any of the
foregoing; or any agreement, contract, or other arrangement
providing for any of the foregoing.
6.4 Payment of Benefits.
(a) Commencement Date. Benefit payments will begin or be made, as
the case may be, in January of the year following the year in which the
participant becomes eligible for payment.
(b) Form of Payment for Payments Made After Retirement Age or
Because of Death or Disability. A participant whose employment terminates
after normal retirement age or because of death or disability may
determine the form in which benefits may be paid by filing an application
for benefits with the committee at least 15 months prior to the month in
which the participant's employment terminates. The application will
constitute an irrevocable election of the form of payments. If a
participant does not file an application for benefits on a timely basis,
the committee will determine the form of payment which may be made in any
of the following ways:
(1) A single lump sum payment of the entire amount in the
accounts; or
(2) Annual payments over a period not to exceed 10 years if
payment is made on account of termination of employment for reasons
other than death and over a period of not more than five (5) years
if termination occurs as a result of death. Each installment payment
will be equal to the balance in the accounts divided by the number
of installment payments then remaining.
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(c) Form of Payment for Other Terminations of Employment. For
participants whose employment terminates prior to retirement age for
reasons other than death or disability, payment of their accounts will be
made in a single lump payment of the entire amount in the accounts.
6.5 Withdrawals Pursuant to Qualified Domestic Relations Orders. Benefits
payable to an alternate payee pursuant to a qualified domestic relations order
will be paid to the alternate payee as soon as possible after application for
withdrawal has been made by the alternate payee.
6.6 Designation of Beneficiary. If a participant dies before receipt of
the participant's entire account balances, death benefits will be paid to the
participant's beneficiary. A participant may designate a beneficiary or
beneficiaries.
Each beneficiary designation will be on a form prescribed by the Company
and will be effective only when filed with the Company during the participant's
lifetime. Each beneficiary designation filed with the Company will cancel all
beneficiary designations previously filed. If any participant fails to designate
a beneficiary, or if the beneficiary dies before the participant, the Trustee
will distribute the benefits to the participant's spouse if surviving and if not
to the participant's estate.
6.7 Hardship Withdrawals. The Company may permit a participant who is a
colleague of the Company to withdraw the participant's retirement savings
contributions if the Company determines that a withdrawal is necessary to enable
the participant to meet immediate and heavy financial needs and the amount
necessary to meet the need is not reasonably available to the participant from
other sources. Hardships may include medical expenses of the participant or
dependents, purchase of a principal residence or prevention of foreclosure on
the principal residence, tuition and fees of the participant or dependents for
the next academic year, and prevention of eviction.
The amount of any hardship withdrawal may not exceed the lesser of the
amount required to correct the hardship or the amount of the retirement savings
account. The Company will consider all hardship requests on a uniform basis and
may establish additional rules with respect to withdrawals.
A participant requesting a hardship withdrawal must have received all
other withdrawals and loans available from this Plan and any other qualified
plan maintained by the Company. The retirement savings contributions of a
participant receiving a hardship withdrawal will be suspended during the
12-month period following the withdrawal.
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ARTICLE VII
FUND
The Company may establish a supplemental retirement fund for the amounts
credited under this Plan. The Company will be the owner of the fund and may
invest the assets of the fund with other assets of the Company, or may invest
the assets in a separate account or accounts as determined by the Company.
The Company may establish a trust for the fund and transfer the assets of
the fund to the trust, but the assets of the trust will remain subject to the
claims of the creditors of the Company.
ARTICLE VIII
ADMINISTRATION
8.1 Administrator. The Company will be the plan administrator for this
Plan and will be responsible for the proper administration of the Plan. The
Company will have the responsibility and discretionary authority for
interpreting the terms of the Plan, for determining eligibility for
participation and benefits, and for determining the amount of the participant's
benefits.
8.2 Indemnification. The Company will indemnify the members of the
committee and any other colleagues of the Company who are deemed fiduciaries
under ERISA, and hold them harmless, against any and all liabilities, including
legal fees and expenses, arising out of any act or omission made or suffered in
good faith pursuant to the provisions of the Plan, or arising out of any failure
to discharge any fiduciary obligation imposed by ERISA other than a willful
failure to discharge an obligation of which the person was aware.
8.3 Records and Reports. The Company will exercise such authority and
responsibility as it deems appropriate in order to comply with ERISA with regard
to records of participant's service, account balances, and the vested
percentages, notifications to participants, and annual reports to governmental
agencies.
8.4 Appointment of Committee. The Company may appoint a committee to
assist in the administration of the Plan. The committee will consist of as many
persons as may be appointed by the Company and will serve at the pleasure of the
Company. All usual and reasonable expenses of the committee will be paid by the
Company. If a committee is not appointed, all duties assigned to the committee
in this Plan will be performed by the Company.
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8.5 Claims Procedure. The Company will make all determinations regarding
benefits based on its interpretation of the terms of the Plan. The Company will
notify the participant or beneficiary in writing if any claim for benefits is
denied. The notice of denial will be mailed by certified mail, return receipt
requested, to the participant or beneficiary within 90 days after receipt of the
request for benefits. The notice will explain the reasons for the denial in
language that may be understood by the participant or beneficiary and will
specify the Plan provisions upon which the denial is based. If the denial is
based on the failure of the participant or beneficiary to supply certain
materials or information, the notice will so state. The notice will advise that
the denial may be appealed to the committee and will include an explanation of
the appeal procedure.
The appeal procedure will be as follows:
(a) If claimants are not satisfied with a decision of the
committee, they must exhaust their administrative remedies under this Plan
by filing a written notice of appeal with the committee not later than 90
days after receipt of the notice of denial;
(b) Claimants or their duly authorized representatives may review
any documents that are pertinent to the appeal. Claimants or their duly
authorized representatives must file in writing all materials to be
reviewed in the appeal process and all arguments relevant to the appeal.
All materials and arguments must be filed with the notice of appeal or
within 30 days after filing the notice of appeal;
(c) The Company will render its decision on the appeal within 60
days unless special circumstances require an extension of time for
processing, in which case a decision will be rendered as soon as possible,
but not later than 120 days after receipt of a request for review. If an
extension of time for review is required because of special circumstances,
the Company will notify the claimant of the extension prior to the
commencement of the extension. An extension of time for review will not
entitle the claimant to a hearing as to the appeal. All appeal materials
must be submitted in writing; and
(d) The Company will advise the claimant in writing of the
decision on the appeal with an explanation of the reasons for the decision
in language that may be understood by the claimant with references to the
plan provisions upon which the decision is based.
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8.6 Rules and Decisions. The committee may adopt such rules as it deems
necessary, desirable or appropriate. All rules and decisions of the committee
will be uniformly applied to all participants in similar circumstances. When
making a determination or calculation, the committee will be entitled to rely
upon its interpretation of the terms of the Plan and information furnished by a
participant or beneficiary, the Company and the legal counsel of the Company.
8.7 Committee Procedures. The committee may act at a meeting or in writing
without a meeting. The committee may elect one of its members as chairman,
appoint a secretary who need not be a committee member, and advise the Company
of such actions in writing. The secretary will keep a record of all meetings.
The committee may adopt such bylaws and regulations as it deems desirable for
the conduct of its affairs. All decisions of the committee will be made by the
vote of the majority including actions in writing taken without a meeting.
8.8 Authorization of Benefit Payments. The committee will issue directions
to the Company concerning all benefits which are to be paid pursuant to the
provisions of the Plan.
8.9 Application and Forms for Benefits. The Company may require a
participant to complete and file an application for a benefit and all other
forms approved by the Company, and to furnish all pertinent information
requested by the Company.
8.10 Facility of Payment. Whenever a person entitled to receive any
benefit is under a legal disability or is incapacitated in any way so as to be
unable to manage financial affairs, the Company may make payments to the person
or to a legal representative, a relative or friend for the person's benefit, or
the Company may apply the payment for the benefit of the person in such manner
as the Company considers advisable. If a person entitled to receive benefits is
a minor and the value of the benefit exceeds $5,000, the Company may delay
payment of the benefit until the minor has attained the age of majority or pay
the benefit to a person who has been named by a court of competent jurisdiction
as fiduciary for the minor. Any payment of a benefit in accordance with the
provisions of this Section will discharge all liability for the benefit under
the provisions of the Plan.
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ARTICLE IX
TERMINATION AND AMENDMENT
9.1 Amendments. The Company may at any time amend any or all of the
provisions of this Plan, but may not reduce the amount of a participant's
account balance or the vested amount of any participant's accounts.
The enterprise leader of the Company, or such other officers as may be
designated by the board of directors of the Company, may amend the Plan by
executing a document that expressly provides that it is an amendment to the
Plan. The amendment may apply prospectively or retroactively as permitted by law
and the effective date of the amendment must be stated in the document. The
compensation committee of the board of directors will approve any amendment that
increases the general level of benefits in the Plan.
9.2 Termination. The Plan may be discontinued at any time by the Company.
Upon complete or partial termination of the Plan, including complete
discontinuance of contributions, the trust will be continued to be administered
as provided in this Plan.
ARTICLE X
NONALIENATION OF BENEFITS AND DOMESTIC RELATIONS
ORDERS
10.1 Nonalienation of Benefits. No interest, right, or claim in or to any
part of the trust or any benefit payable from the Plan will be assignable,
transferable, or subject to sale, assignment, garnishment, attachment,
execution, or levy of any kind and the Company will not recognize any attempt to
so transfer, assign, sell, pledge, or levy upon the same except to the extent
required by law. This provision will not apply to any "qualified domestic
relations order," as defined in Section 414(p) of the Code.
10.2 Procedure for Domestic Relations Orders. Whenever the Company is
served with a domestic relations order from a court of competent jurisdiction,
the Company will follow the following procedure in determining whether the order
constitutes a "qualified domestic relations order" that would be exempt from the
general spendthrift protection of this Article:
(a) The Company will notify the participant and the "alternate
payees" named in the order that the order was served on the Company and
that objections concerning the order must be submitted in writing within
15 days;
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(b) The Company will determine whether the order is a "qualified
domestic relations order" as defined in Code Section 414(p) and notify the
participant and each alternate payee of its determination. If the Company
determines that the order is a qualified domestic relations order, the
Company will direct the Trustee to make payment in accordance with the
order;
(c) During the period in which the Company is determining the
status of the order, payment of any benefits in dispute will be deferred
and the amount of the disputed payments will be segregated in a separate
account in the Plan. If the order is determined to be a qualified domestic
relations order within 18 months after segregation of the benefits in
dispute, the Company will pay the segregated amount, plus income, to the
persons entitled to receive them in accordance with the order;
(d) If the Company determines that the order is not a qualified
domestic relations order, or if the 18 month period described in (c) has
expired and the qualification issue has not been resolved, the Company
will pay the segregated funds to the person or persons who would have
received them if the order had not been served on the Company. If the
Company determines that the order is a qualified domestic relations order
after expiration of the 18 month period, the order will be applied
prospectively only; and
(e) The Company will notify the participant and the alternate
payees of its decision concerning the qualified status of the order.
Payments pursuant to the order will be made as soon as practicable after
the status of the order has been determined or as soon as the amounts
become payable pursuant to the provisions of Article VI of this Plan.
ARTICLE XI
MISCELLANEOUS
11.1 Status of Participants. No participant will have any right or claim
to any benefits under the Plan except in accordance with the provisions of the
Plan. The adoption of the Plan will not be construed as creating any contract of
employment between the Company and any participant or to otherwise confer upon
any participant or other person any legal right to continuation of employment,
nor as limiting or qualifying the right of the Company to discharge any
participant without regard to any effect the discharge might have upon the
participant's rights under the Plan.
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11.2 No Interest in Company Affairs. Nothing contained in this Plan or
this document will be construed as giving any participant, colleague or
beneficiary an equity or other interest in the assets, business, or affairs of
the Company or the right to examine any of the books and records of the Company.
11.3 Governing Law. This Plan will be interpreted, construed, and enforced
in accordance with the law of the state of Michigan except to the extent
preempted by ERISA.
11.4 Severability of Provisions. If any provisions of the Plan will be
declared void and unenforceable, the other provisions will be severable and will
not be affected thereby, and to the extent that the trust or Plan will ever be
in conflict with, or silent with respect to, the requirements of any other law
or regulation, the provisions of the law or regulation will govern.
IN WITNESS WHEREOF, the Company has caused this Plan document to be
executed this 3 day of DEC, 2001.
R. J. TOWER CORPORATION
By /s/ XXXXX
-------------------------------
Its CORPORATE OFFICER
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FIRST AMENDMENT TO THE TOWER AUTOMOTIVE
SUPPLEMENTAL RETIREMENT PLAN
THIS FIRST AMENDMENT to the Tower Automotive Supplemental Retirement Plan
(the "Plan") is adopted by R. J. Tower Corporation, a Michigan corporation (the
"Company"), with reference to the following:
A. The Company adopted a supplemental retirement plan for a select
group of its management and highly compensated employees, effective
January 1,2001.
B. The Company wishes to amend the Plan to increase the percentage
of base pay that may be deferred under the Plan.
NOW, THEREFORE, the Plan is amended as follows:
1. Section 4.2(a)(1) of the Plan is amended in its entirety to read
as follows:
(1) For plan years after 2001, from 1% to 100% of base
salary, minus the amounts the Company is required to withhold for
payroll taxes; and
2. This Amendment will be effective as of January 1, 2002.
IN WITNESS WHEREOF, the Company has caused this First Amendment to be
adopted this 3 day of DEC., 2001.
R. J. TOWER CORPORATION
By /s/ XXXXX
-----------------------------
Its CORPORATE OFFICER
SECOND AMENDMENT TO THE
TOWER AUTOMOTIVE SUPPLEMENTAL RETIREMENT PLAN
THIS SECOND AMENDMENT to the Tower Automotive Supplemental Retirement Plan
(the "Plan") is adopted by R. J. Tower Corporation, a Michigan corporation,
with reference to the following:
A. The Company adopted a supplemental retirement plan for a select
group of its management and highly compensated, effective January 1, 2001.
B. The Company wishes to amend the Plan to accelerate vesting for
participants whose employment terminates as the direct result of the sale
of a business unit.
NOW, THEREFORE, the Plan is amended as follows:
1. A new subsection (d) is added to Section 6.3 of the Plan to read
as follows:
(d) Accelerated Vesting. Participants whose employment
terminates as the direct result of a sale of a business unit will
become 100% vested in all of their accounts regardless of their
years of service.
2. This Amendment will be effective as of January 1, 2003.
IN WITNESS WHEREOF, the parties have caused this Second Amendment to be
adopted this 14 day of January, 2003.
R. J. TOWER CORPORATION
By /s/ XXXXX
-----------------------------
Its Total Compensation Lender
THIRD AMENDMENT TO THE TOWER AUTOMOTIVE
SUPPLEMENTAL RETIREMENT PLAN
This Third Amendment to the Tower Automotive Supplemental Retirement Plan
(the "Plan") is adopted by R. J. Tower Corporation, a Michigan corporation (the
"Company"), with reference to the following:
A. The Company adopted a Supplemental Retirement Plan for a select
group of its management or highly compensated employees in 2001, and amended the
Plan on two occasions thereafter; and
B. The Company wishes to amend the Plan further to modify the
eligibility requirements and the provisions for payment of benefits.
NOW, THEREFORE, the Plan is amended as follows:
1. Section 3.1 is amended by adding the following sentence at the end
of the current paragraph of the section:
Eligible colleagues who are in the "600 Group" and who have already
made the maximum elective deferral contributions allowable for the
year under Code Section 402(g) will become participants in the Plan
for the limited purpose of making retirement savings contributions
on the first day of the next month after their date of employment.
2. Section 6.4 is amended in its entirety to read as follows:
6.4 PAYMENT OF BENEFITS.
(a) Payment Upon Retirement After Retirement Age or Because of
Death or Disability.
A participant whose employment terminates after retirement age
or because of death or disability may determine the form and
timing for payment of the participant's benefits by filing an
election form with the committee at least 12 months prior to
the month in which the participant's employment terminates.
The last election form filed by a participant at least 12
months prior to the month in which the participant's
employment terminates will constitute an irrevocable election
as to the form and timing of payments.
If a participant does not file an election form on a timely
basis, the benefits will be paid as follows:
(i) If employment terminates as a result of death or
disability, payment will be made in a single lump sum
payment of the entire amount in the participant's
accounts during January of the year following the year
in which employment terminates; and
(ii) If employment terminates after retirement age for
reasons other than death or disability, payments will be
made in a single lump sum payment of the entire amount
in the participant's accounts during January of the
second year following the year in which employment
terminates unless the participant files with the
committee, at least 12 months prior to the month in
which payment would otherwise be made, an irrevocable
written election to defer payment until a later date
specified in the written election, in which case payment
will be made in accordance with the written election.
(b) Payment Upon Termination of Employment Prior to Retirement Age
for Reasons Other Than Death or Disability.
For participants whose employment terminates prior to
retirement age for reasons other than death or disability,
payment will be made in the single lump sum payment of the
entire amount in their accounts during January of the year
following the year in which employment terminates.
3. This Amendment will be effective as of August 1, 2003.
IN WITNESS WHEREOF, the Company has caused this Third Amendment to be
executed this 17th day of September, 2003.
R. J. TOWER CORPORATION
By: ___________________________
Its _____________________
FOURTH AMENDMENT TO THE
TOWER AUTOMOTIVE
SUPPLEMENTAL RETIREMENT PLAN
This Fourth Amendment to the Tower Automotive Supplemental Retirement Plan
(the "Plan") is adopted by R. J. Tower Corporation, a Michigan corporation (the
"Company"), with reference to the following:
A. The Company adopted the Plan for a select group of its management or
highly compensated employees in 2001, and amended the Plan on three occasions
thereafter; and
B. The Company wishes to amend the Plan further to allow inservice
withdrawals from the Plan subject to a penalty.
NOW, THEREFORE, the Plan is amended as follows:
1. ARTICLE VI IS AMENDED BY ADDING THE FOLLOWING AS A NEW SECTION 6.8:
6.8 Withdrawal with Penalty. Participants may withdraw from their accounts
from time to time; provided, however, that an amount equal to 10% of the
amount withdrawn or $25,000, whichever amount is smaller, will be
forfeited by the participant and returned to the Company from the
participant's account at the time of the withdrawal. The amount of any
withdrawal plus the 10% forfeiture cannot exceed 100% of the vested
balance of the participant's accounts. Participants may exercise their
right to withdraw under this section at any time as long as they have not
made a withdrawal under this section during the previous six (6) months.
2. THIS AMENDMENT WILL BE EFFECTIVE IMMEDIATELY UPON APPROVAL BY THE
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF THE COMPANY.
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed
this_________day of December, 2003.
R. J. TOWER CORPORATION
By: ____________________________
Its _________________